| ITEM 1(a). |
NAME OF ISSUER:
Sunnova Energy International Inc. (the "Issuer")
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| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
20 East Greenway Plaza
Suite 540
Houston, Texas 77046
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| ITEM 2(a). |
NAME OF PERSON FILING:
Sylebra Capital LLC ("Sylerba US")
Sylebra Capital Limited ("Sylebra HK");
Sylebra Capital Management ("Sylebra Cayman"); and
Daniel Patrick Gibson ("Mr. Gibson")
Sylebra Capital LLC ("Sylebra US") hereby files this Statement on behalf of the Reporting Persons pursuant to the Agreement with Respect to Schedule 13G (the "Joint Filing Agreement") attached to this Statement as Exhibit 99.1.
Sylebra US and Sylebra HK are the investment sub-advisers to Sylebra Capital Partners Master Fund, Ltd ("SCP MF"), Sylebra Capital Parc Master Fund ("PARC MF"), Sylebra Capital Menlo Master Fund ("Menlo MF") and other advisory clients. The term Affiliated Investment Entities refers to SCP MF, PARC MF, MENLO MF and other advisory clients. Sylebra Cayman is the investment manager and the parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK. Mr. Gibson owns 100% of the Class A shares of of Sylebra Cayman and 100% of the share capital of Sylebra US. Mr. Gibson is a founder and Chief Investment Officer of Sylebra Cayman. In such capacities, Sylebra US, Sylebra HK, Sylebra Cayman, and Mr. Gibson may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by the Affiliated Investment Entities.
Sylebra US, Sylebra HK, Sylebra Cayman and Mr. Gibson are each referred to herein individually as a Reporting Person and collectively as the Reporting Persons.
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| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Sylebra Capital LLC
3000 El Camino Real
Building 5
Suite 450
Palo Alto, CA 94306
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| ITEM 2(c). |
CITIZENSHIP:
Sylebra Capital LLC is organised in Delaware, US.
Sylebra Capital Management is organised in the Cayman Islands.
Sylebra Capital Limited is organised in Hong Kong.
Mr. Gibson is a citizen of Antigua and Barbuda.
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| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Common Stock
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| ITEM 2(e). |
CUSIP NUMBER:
86745K104
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| ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
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(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
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(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
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(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
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(g)
[X] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
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(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j)
[X] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
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(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
Hong Kong Regulated Investment Adviser
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| ITEM 4. |
OWNERSHIP
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|
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| (a) Amount beneficially owned: |
| 12,443,048 |
| (b) Percent of class: |
| 9.97% |
| (c) Number of shares as to which the person has: |
| (i) sole power to vote or to direct the vote: |
Sylebra Capital LLC :
Sylebra Capital Management :
Sylebra Capital Limited :
Daniel Patrick Gibson : |
| (ii) shared power to vote or to direct the vote: |
Sylebra Capital LLC : 12,443,048
Sylebra Capital Management : 12,443,048
Sylebra Capital Limited : 12,443,048
Daniel Patrick Gibson : 12,443,048 |
| (iii) sole power to dispose or direct the disposition of: |
Sylebra Capital LLC :
Sylebra Capital Management :
Sylebra Capital Limited :
Daniel Patrick Gibson : |
| (iv) shared power to dispose or to direct the disposition of: |
Sylebra Capital LLC : 12,443,048
Sylebra Capital Management : 12,443,048
Sylebra Capital Limited : 12,443,048
Daniel Patrick Gibson : 12,443,048 |
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
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| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
All Shares reported in this Schedule 13G are held by advisory clients of Sylebra US and Sylebra HK. Sylebra Capital Partners Master Fund, Ltd is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 8,085,100 of the Shares, or 6.48% of shares outstanding, covered by this Statement that many be deemed to be beneficially owned by the Reporting Persons. No other advisory clients individually hold economic interest of more than 5% of outstanding shares.
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
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| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer ofthe securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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